Filing Details

1)

NAME OF REPORTING PERSON

        MutualBank Employee Stock Ownership and 401(k) Plan (formerly the Mutual Savings Bank Employee Stock Ownership Plan)

 

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

        a)     [   ]

        b)     [X]

 

3)

SEC USE ONLY

 

4)

CITIZENSHIP OR PLACE OF ORGANIZATION

        Not applicable

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5)

SOLE VOTING POWER

 0

 

6)

SHARED VOTING POWER

 404,117

 

7)

SOLE DISPOSITIVE POWER

 379,915

 

8)

SHARED DISPOSITIVE POWER

 24,202

 

9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        404,117

 

10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES        [  ]

 

11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        5.5%

 

12

TYPE OF REPORTING PERSON

          EP

NAME OF ISSUER:

 

 

ITEM 1(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

110 E. Charles Street

Muncie, Indiana 47305-2400

 

ITEM 2(a)

NAME OF PERSON FILING:

MutualBank Employee Stock Ownership and 401(k) Plan (the "KSOP")

 

ITEM 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

The business address of the KSOP is:

 

c/o MutualFirst Financial, Inc.

110 E. Charles Street

Muncie, Indiana 47305-2400

 

ITEM 2(c)

CITIZENSHIP:

 

Not applicable.

 

ITEM 2(d)

TITLE OF CLASS OF SECURITIES

 

Common stock, par value $.01 per share (the "Common Stock")

 

ITEM 2(e)

ITEM 3

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS:

 

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

[    ]

An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

[X ]

An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

[    ]

A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

[    ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(k)

[    ]

Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

ITEM 4

Ownership:

(a)

Amount beneficially owned:  The KSOP holds an aggregate of 404,117 shares of Common Stock.

(b)

Percent of class:  5.5% of the outstanding shares.

(c)

Number of shares as to which the person has :

(i)

Sole power to vote or direct the vote:  0 shares held by the KSOP that have not been allocated to participants in their employee stock ownership plan accounts.

(ii)

Shared power to vote or to direct the vote:  404,117 shares held by the KSOP that are in participants’ 401(k) plan accounts or have been allocated to participants in their employee stock ownership plan accounts.

(iii)

Sole power to dispose or to direct the disposition:  379,915 shares, both allocated and unallocated held in the employee stock ownership plan portion of the KSOP.

(iv)

Shared power to dispose or to direct the disposition:  24,202 shares held in the 401(k) plan portion of the KSOP.

 

The Trustee of the KSOP may be deemed to beneficially own all the shares held by the KSOP.  However, the Trustee expressly disclaims beneficial ownership of all of such shares.  Other than the shares held by the KSOP, the Trustee does not beneficially own any shares of Common Stock.

 

Pursuant to the KSOP, participants in the KSOP are entitled to instruct the Trustee as to the voting of the shares allocated to their KSOP accounts.  If the Trustee receives no instructions for shares held in participants’ KSOP accounts, the Trustee may vote those shares in its own discretion.  The Trustee must vote unallocated employee stock ownership plan shares in the same proportion as it is instructed to vote allocated employee stock ownership plan shares.

 

ITEM 5

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6

Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

  

ITEM 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

ITEM 8

Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9

Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10

Certifications

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect. of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.